BillerudKorsnäs publishes the preliminary outcome of the preferential rights issue

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, HONG KONG, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER COUNTRY WHERE SUCH PUBLICATION, NOTICE OR DISTRIBUTION WOULD VIOLATE APPLICABLE LAWS OR RULES OR WOULD REQUIRE ADDITIONAL DOCUMENTS TO BE PREPARED OR REGISTERED OR REQUIRE ANY OTHER MEASURES TO BE TAKEN, IN ADDITION TO THE REQUIREMENTS UNDER SWEDISH LAW. PLEASE SEE “IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE.

The subscription period in BillerudKorsnäs AB's (publ) ("BillerudKorsnäs" or the “Company") preferential rights issue ended on 17 June 2022. The preliminary outcome shows that the rights issue has been oversubscribed. As a result of the rights issue, BillerudKorsnäs will receive proceeds amounting to approximately SEK 3,498 million, before deduction of transaction costs.

The preliminary outcome indicates that 40,157,853 shares, corresponding to approximately 97 per cent of the offered shares, have been subscribed for by the exercise of subscription rights. Additionally, notifications for subscription without subscription rights of 30,578,179 shares, corresponding to approximately 74 per cent of the offered shares, have been received. In aggregate, the subscriptions by exercise of subscription rights and the applications for subscription without subscription rights correspond to approximately 171 per cent of the shares offered. Thus, the rights issue is fully subscribed and no underwriting commitments have been utilised.

As a result of the rights issue, BillerudKorsnäs will receive proceeds amounting to approximately SEK 3,498 million, before deduction of transaction costs. Through the rights issue, BillerudKorsnäs’ share capital will increase by SEK 305,664,814.61, from SEK 1,537,642,792.48 to SEK 1,843,307,607.09 and the total number of shares will increase by 41,391,588. After the rights issue, the number of shares in BillerudKorsnäs will amount to 249,611,422.

Those who have subscribed for shares without subscription rights will be allotted shares according to the principles outlined in the prospectus. As confirmation of allocation of shares subscribed for without subscription rights, a transaction note will be sent on or about 27 June 2022. Subscribed and allotted shares must be paid for in cash in accordance with the instructions in the transaction note. Nominee-registered shareholders will receive notice of allotment in accordance with the procedures of the nominee. Only those who have been allotted shares will be notified.

The final outcome of the preferential rights issue is expected to be announced on 27 June 2022. The last day of trading with Paid Subscribed Shares (Sw. BTA) is 30 June 2022. New shares subscribed for by the exercise of subscription rights are expected to be registered with the Swedish Companies Registration Office on 29 June 2022 and are expected to commence trading on Nasdaq Stockholm on 6 July 2022. Ordinary shares subscribed for without subscription rights are expected to begin trading on Nasdaq Stockholm on 6 July 2022.

Financial and legal advisors
Danske Bank A/S, Danmark, Sverige filial and Skandinaviska Enskilda Banken AB are acting as Joint Global Coordinators and Joint Bookrunners. Advokatfirman Cederquist KB is acting as legal advisor to the Company as to Swedish law and Skadden, Arps, Slate, Meagher & Flom (UK) LLP is acting as legal advisor to the Company as to US law. Linklaters Advokatbyrå AB is legal advisor to the Joint Global Coordinators and Joint Bookrunners in connection to the Rights Issue.

For more information, please contact:
Christoph Michalski, President and CEO, +46 703 553 098
Ivar Vatne, CFO, +46 8 553 335 07

The information was submitted for publication, through the agency of the contact persons above, at 10:00 CEST on 21 June 2022.

Important information
In certain jurisdictions, the publication, announcement or distribution of this press release may be subject to restrictions according to law and persons in such jurisdictions where this press release has been published or distributed should inform themselves, observe and abide by such restrictions. The recipient of this press release is responsible for using this press release, and the information herein, in accordance with applicable rules in the respective jurisdiction.

This press release does not contain or constitute an invitation nor offer to acquire, sell, subscribe for or otherwise trade in shares, subscription rights or other securities in BillerudKorsnäs in the United States or otherwise. This press release has not been approved by any regulatory authority and is not a prospectus and accordingly, investors should not subscribe for or purchase any securities referred to in this press release except on the basis of information contained in the prospectus.

This press release is not directed to persons located in the United States, Canada, Japan, Australia, Hong Kong, New Zealand, Singapore, South Africa or in any other jurisdiction where the offer or sale of the subscription rights, paid subscribed shares (Sw. betalda tecknade aktier) or new shares is not permitted. This press release may not be released, published or distributed, directly or indirectly, in or into the United States, Canada, Japan, Australia, Hong Kong, New Zealand, Singapore, South Africa or any other jurisdiction where such measure is wholly or partially subject to legal restrictions or where such measure would require additional prospectuses, offer documents, registrations or any other measure in addition to what is required under Swedish law. The information in this press release may not be forwarded, reproduced or disclosed in such a manner that would contravene such restrictions or would require such additional prospectuses, offer documents, registrations or any other measure. Failure to comply with this instruction may result in a violation of the United States Securities Act of 1933, as amended, (the “Securities Act”) or laws applicable in other jurisdictions. No subscription rights, paid subscribed shares or new shares have been or will be registered under the Securities Act, or with any other securities regulatory authority of any state or other jurisdiction of the United States and no paid subscribed shares or new shares may be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, into or within the United States or on account of such persons other than pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable securities laws of any state or jurisdiction of the United States. No public offering of subscription rights, paid subscribed shares or new shares is made in the United States. There is no intention to register any securities referred to herein in the United States or to make a public offering in the United States.

This press release is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order or (iv) certified high net worth individuals and certified and self-certified sophisticated investors as described in Articles 48, 50, and 50A respectively of the Order or (v) persons to whom this press release may otherwise be lawfully communicated (all such persons together being referred to as relevant persons). Any investment or investment activity to which this press release relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this press release or any of its content.

In the EEA Member States, this press release and the information contained herein are intended only for and directed to qualified investors as defined in the Prospectus Regulation and other persons as to which this press release may lawfully be directed to. No other than such relevant person or qualified investor may take any actions based on this press release, nor rely on it.

Matters discussed in this press release may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond the Company’s control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this press release by such forward-looking statements. The information, opinions and forward-looking statements contained in this press release speak only as at its date, and are subject to change without notice.